DEF 14A of Green Dot Corp
Filed Apr 11, 2025 · FY20240001386278-25-000020
Our director nominees
Our director nominees See “Proposal No. 1 - Election of Directors” for more information. The following table provides summary information about each director nominee. Each director is elected annually by a majority of the votes cast.
Our director nominees
| Name and Occupation | Age | Director Since | Independent | Other Public Boards | Committee Memberships | | | | | | | | | | | | | | AC | | CC | | NGC | | RC | | | Director Nominees | | | | | | | | | | | | | | J. Chris Brewster Former CFO, Cardtronics, Inc. | 75 | 2016 | Yes | — | | | | | | | | | | | | | | | | C | | M | | | | M | | | | | | | | F | | | | | | | | Saturnino “Nino” Fanlo Former CFO and COO, Human Longevity, Inc. | 64 | 2016 | Yes | — | | | | | | | | | | | | | | | | M | | M | | | | | | | | | | | | F | | | | | | | | William I Jacobs* Interim Chief Executive Officer, Green Dot Corporation | 83 | 2016 | No | 1 | | | | | | | | | | Robert Millard Chief Financial Officer, CHG Healthcare | 57 | 2024 | Yes | — | | | | | | | | | | | | | | | | M | | | | C | | M | | | | | | | | F | | | | | | | | Michelleta "Mich" Razon CTO and Head of Engineering, Legal AI, Thomson Reuters | 49 | 2023 | Yes | — | | | | | | | | | | | | | | | | | | | | M | | M | | Ellen Richey Former Vice Chairman and Chief Risk Officer, Visa Inc. | 76 | 2020 | Yes | 1 | | | | | | | | | | | | | | | | | | | | M | | C | | George T. Shaheen+ Managing Director, Andersen, LLP | 80 | 2013 | Yes | 2 | | | | | | | | | | | | | | | | M | | C | | | | |
Our director nominees
_____________ AC: Audit Committee CC: Compensation Committee NGC: Nominating and Corporate Governance Committee RC: Risk Committee
Our director nominees
| * Chairperson of the Board | + | Lead Independent Director | C | Chair | M | Member | F | Financial Expert |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of 7 directors, all of whom are nominated and standing for election at the 2025 Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board proposes that the nominees named below be elected as directors for a one-year term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified. Information regarding the tenure, board profile and refreshment of our director nominees is set forth in the charts below.
Board Nominee Tenure
Board Nominee Tenure
Board Nominee Tenure
| 0 - 5 Years: | 6 - 8 Years: | 8+ Years: | Average tenure of all director nominees: 5.9 years | | 43% | 43% | 14% | |
Board Nominee Profile
Board Nominee Profile
Board Refreshment
Board Refreshment Biographical information for each of the nominees is set forth below. We have highlighted in that section the specific experience, qualifications and skills that led the Board to conclude that each individual should continue to serve as a director of Green Dot.
Nominees to the Board of Directors
Nominees to the Board of Directors The nominees, and his or her age, occupation and length of board service as of March 31, 2025, are provided in the table below. Additional biographical descriptions of the nominees are set forth in the text below the table.
Nominees to the Board of Directors
| Name of Director/Nominee | Age | Principal Occupation | Director Since | | J. Chris Brewster (1)(2)(4) | 75 | Former Chief Financial Officer, Cardtronics, Inc. | April 2016 | | Saturnino Fanlo (1)(4) | 64 | Former Chief Financial Officer and Chief Operating Officer, Human Longevity, Inc. | May 2016 | | William I Jacobs* | 83 | Interim Chief Executive Officer, Green Dot Corporation | April 2016 | | Robert Millard (1)(2)(3) | 57 | Chief Financial Officer, CHG Healthcare | March 2024 | | Michelleta Razon (2)(3) | 49 | CTO and Head of Engineering, Legal AI, Thomson Reuters | October 2023 | | Ellen Richey (2)(3) | 76 | Former Vice Chairman and Chief Risk Officer, Visa, Inc. | April 2020 | | George T. Shaheen+ (1)(4) | 80 | Managing Director, Andersen, LLP | September 2013 |
Nominees to the Board of Directors
* Chairperson of the Board + Lead Independent Director (1)Member of the Audit Committee (2)Member of the Risk Committee (3)Member of the Nominating and Corporate Governance Committee (4)Member of the Compensation Committee
Director Biographies
Director Biographies
Director Biographies
| J. Chris Brewster | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 75 | 2016 | Audit (Chair), Compensation, Risk | None |
Director Biographies
J. Chris Brewster served as our interim President from January 2020 to the end of March 2020 and has served on our Board of Directors since April 2016. Prior to that, Mr. Brewster served as Chief Financial Officer of Cardtronics, Inc., a provider of automated consumer financial services through ATMs and other devices, from February 2004 until February 2016, when he transitioned to an executive advisor to that company and then served in that capacity until February 2017. Prior to joining Cardtronics, from September 2002 until February 2004, Mr. Brewster provided consulting services to various businesses. From October 2001 until September 2002, Mr. Brewster served as Executive Vice President and Chief Financial Officer of Imperial Sugar Company, a publicly traded refiner and marketer of sugar and related products. From March 2000 to September 2001, Mr. Brewster served as Chief Executive Officer and Chief Financial Officer of WorldOil.com, a privately held internet, trade magazine, book and catalog publishing business. From January 1997 to February 2000, Mr. Brewster served as a partner of Bellmeade Capital Partners, LLC, a merchant banking firm specializing in the consolidation of fragmented industries. From March 1992 to September 1996, Mr. Brewster served as Chief Financial Officer of Sanifill, Inc., a publicly traded environmental services company. From May 1984 to March 1992, Mr. Brewster served as Chief Financial Officer of National Convenience Stores, Inc., a publicly traded operator of 1,100 convenience stores. He has served on the board of directors of R3, LLC, a privately held financial technology company, since September 2017 including as Non-Executive Chairman and Chairman of the Audit Committee. He has also served as a director for the Houston Area Parkinson Society since January 2015. Mr. Brewster holds a B.S. degree in Industrial Management from the Massachusetts Institute of Technology and an M.B.A. degree from Harvard Business School. We believe Mr. Brewster should serve as a member of our Board of Directors based on his extensive management experience, the perspective he brings as a Chief Financial Officer of various companies, including most recently holding a long tenured CFO position at a company highly correlated with Green Dot’s customer base and business model, and his consumer financial services industry experience more broadly.
Director Biographies
| Saturnino "Nino" Fanlo | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 64 | 2016 | Audit, Compensation | None |
Director Biographies
Saturnino “Nino” Fanlo has served on our Board of Directors since May 2016. Mr. Fanlo previously served as the Chief Financial Officer and Chief Operating Officer of Human Longevity, Inc., a genomic-based, health intelligence company, from June 2017 to June 2018. Prior to joining Human Longevity, Mr. Fanlo served as President and Chief Financial Officer of Social Finance, Inc., a marketplace lender and financial services company, from June 2012 to May 2017. He also served as Chief Operating Officer of that company from December 2013 to August 2015 and as a member of its board of directors from June 2012 to September 2015. Previously, Mr. Fanlo served as Senior Advisor at Golden Gate Capital, a private equity firm, from April 2009 to February 2011; as Chief Executive Officer and a director of KKR Financial Holdings LLC, a subsidiary of KKR & Co. L.P. from 2004 to 2008; as a director of Capmark Financial Group Inc. from 2006 until 2009; as Executive Vice President and Treasurer of Wells Fargo & Company from July 2000 to June 2004; as a founder and, from August 2001 to June 2004, President of Sutter Advisors LLC, a registered investment advisor formed in 2001 and a wholly-owned subsidiary of Wells Fargo; and as Vice President at Goldman Sachs Group, Inc. from 1990 to 1995. Mr. Fanlo also served in investment banking and asset management roles at Credit Suisse Group AG, Metropolitan Life Insurance Company and Australian Capital Equity Pty Ltd. Mr. Fanlo holds a B.A. in Economics from Haverford College. We believe Mr. Fanlo should serve as a member of our Board of Directors based on his extensive experience in financial services and capital markets.
Director Biographies
| William I Jacobs | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 83 | 2016 | None | Repay Holdings Corp. |
Director Biographies
William I Jacobs has served as our Chairperson of the Board since June 2016 and since March 2025, as our interim Chief Executive Officer, a position he also held from January 2020 to the end of March 2020. Mr. Jacobs previously served as a member of the board of directors of Corsair Partnering Corporation, a special purpose acquisition company sponsored by an affiliate of Corsair Capital LLC, from March 2021 through July 2023. Mr. Jacobs also previously served as a member of the board of directors of Global Payments, Inc., a payment processing services company, from 2001 to April 2022, during which time he served as the Chairman of the board of directors from June 2014 until September 2019. He also served as Lead Independent Director of Global Payments from 2003 to May 2014 and as one of its business advisors from August 2002 until September 2019. Prior to joining the board of directors of Global Payments, Mr. Jacobs served as Managing Director and Chief Financial Officer of The New Power Company from 2000 to 2002. From 1995 to 2000, Mr. Jacobs served in various senior roles at MasterCard International. Prior to MasterCard, Mr. Jacobs served as Executive Vice President, Chief Operating Officer of Financial Security Assurance, Inc., from 1984 to 1994. Mr. Jacobs previously served on the board of directors of Asset Acceptance Capital Corp., Investment Technology Group, Inc., and Alpharma, Inc. Mr. Jacobs has served on the board of directors of Repay Holdings Corporation, a publicly traded financial technology company, since July 2019. He holds a B.S. degree in Business Administration from American University and a J.D. from American University Washington College of Law. We believe Mr. Jacobs should serve as a member of our Board of Directors based on his extensive management experience in the financial services sector, including in finance and operations and his experience as a board member of other public companies, including committee service. In particular, we believe Mr. Jacobs’ experience as a long-serving member on the board of directors of Global Payments, including serving as Chairman during the period of time that company completed one of the largest acquisitions ever in the payments industry, will provide Green Dot with highly relevant and specific expertise in the payments and financial services industries.
Director Biographies
| Robert Millard | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 57 | 2024 | Nominating and Corporate Governance (Chair), Risk, Audit | None |
Director Biographies
Robert Millard was appointed to the Board of Directors on March 25, 2024. Since October 2017, Mr. Millard has served as a member of the board of directors of our subsidiary bank, Green Dot Bank, where he also served on the bank’s Risk Committee and Audit Committee. Mr. Millard is currently the Chief Financial Officer at CHG Healthcare ("CHG"), the largest temporary physician staffing services firm in the U.S., where he has served since March 2018, leading its finance and risk management functions. Prior to CHG, Millard served as Chief Financial Officer at Earnest Inc. ("Earnest"), a consumer lending financial technology company from September 2016 to March 2018. Prior to Earnest, Mr. Millard served in accounting policy and controller roles with GE Capital from 2002 through 2008 before becoming Chief Financial Officer for GE Capital Bank from 2008 through 2016. Mr. Millard also served in various roles with Andersen, LLP from 1990 to 2002. Mr. Millard holds a B.S. in Accountancy from Fairfield University. We believe Mr. Millard should serve as a member of our Board of Directors based on his extensive financial management experience as a Chief Financial Officer of various companies and expertise in the financial and banking industries.
Director Biographies
| Michelleta Razon | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 49 | 2023 | Risk, Nominating and Corporate Governance | None |
Director Biographies
Michelleta Razon was appointed to the Board of Directors on October 6, 2023. Mrs. Razon has over 27 years of experience in payments, finance, strategic planning, operations, digital transformation, artificial intelligence, technology and innovation. Mrs. Razon serves as Global Head of Engineering, Legal AI at Thomson Reuters, a multinational content-driven technology conglomerate, where she has led technology, strategy and innovation since May 2024. Prior to Thomson Reuters, Mrs. Razon served as Global Vice President and General Manager, Google Cloud Business Platform at Alphabet, Inc., a multinational technology company, from October 2021 to September 2023, where she led product engineering, strategy and operations for the global commercial billing and corporate finance systems for the Google Cloud Platform. Prior to Google, Mrs. Razon served as Executive Vice President and Senior Vice President at Mastercard Inc., multinational payment card services corporation, from 2018 to 2021 leading the global product engineering and operations organizations for the Commercial Solutions & Business-to-Business payment businesses. From 2001 to 2018, Mrs. Razon served in senior leadership and technology roles at Teradata, including Vice President of Analytic Applications. Mrs. Razon serves as the Chairperson of the Board for America on Tech, a national nonprofit organization focused on technology education. Mrs. Razon holds a B.S. in Mathematical Sciences and Computer Science from the University of North Carolina at Chapel Hill and a M.S. in Computer Science from Capitol College. We believe Mrs. Razon should serve as a member of our Board of Directors based on her extensive experience in operations, digital transformation, regulatory compliance and strategy and innovation across payments, finance and technology for consumer-focused public companies.
Director Biographies
| Ellen Richey | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 76 | 2020 | Risk (Chair), Nominating and Corporate Governance | Cantaloupe, Inc. |
Director Biographies
Ellen Richey has served on our Board of Directors since April 2020. Ms. Richey previously served as the Vice Chairman of Risk and Public Policy at Visa Inc., a global payment technology provider, from October 2014 to May 2019 and as its Chief Risk Officer from February 2017 to July 2019. Ms. Richey also concurrently served as Visa's Chief Legal Officer and Chief Enterprise Risk Officer in 2014 and as Visa's Chief Enterprise Risk Officer from October 2007 to December 2013. Ms. Richey also served as a member of Visa’s executive committee throughout her tenure with Visa. In those positions, she was responsible for Visa’s risk, audit, compliance, payment system security and public policy teams and was also responsible for Visa's legal function in 2014. Prior to joining Visa, she worked at Washington Mutual Inc. as senior vice president of enterprise risk management and executive vice president of card services from October 2005 to June 2006. Prior to that, Ms. Richey served as the Vice Chairman of Providian Financial Corporation, where she had responsibility for the enterprise risk management, legal, corporate governance, corporate relations, compliance and audit functions from October 1999 to December 2005. Ms. Richey has also served on the board of directors of Cantaloupe, Inc. (formerly USA Technologies, Inc.) since May 2020. Ms. Richey previously served as executive vice president and as a member of the board of directors of Green Visor Financial Technology Acquisition Corporation l from May 2021 to May 2023. Ms. Richey holds a B.A. in Linguistics and Far Eastern Languages from Harvard University and a J.D. from Stanford Law School, and she served as a law clerk for Associate Justice Lewis F. Powell, Jr. of the United States Supreme Court from 1979 to 1980. We believe Ms. Richey should serve as a member of our Board of Directors based on her extensive enterprise risk management and public policy experience, and expertise in the payments and financial services industries.
Director Biographies
| George T. Shaheen | | | | | Age: | Director Since: | Committees | Other Public Directorships | | 80 | 2013 | Compensation (Chair), Audit | Marcus & Millichap, Inc. |
Director Biographies
George T. Shaheen has served on our Board of Directors since September 2013 and, since March 2025, as our Lead Independent Director, a position he also held from January 2020 to April 2020. Mr. Shaheen has served as a Managing Director of Andersen, LLP, an international tax and legal firm since July 2022. Prior to that, Mr. Shaheen was the Chief Executive Officer and Chairman of the board of directors of Entity Labs, a privately held technology company in the data collection, storage and analytics industry from December 2006 until July 2009. Mr. Shaheen was the Chief Executive Officer of Siebel Systems, Inc., a CRM software company, from April 2005 until the sale of the company in January 2006. From October 1999 to April 2001, he served as the Chief Executive Officer and Chairman of the Board of Webvan Group, Inc., an online grocery and delivery service. Previously, he was the Chief Executive Officer and Global Managing Partner of Andersen Consulting, which later became Accenture, from 1988 to 1999. Mr. Shaheen has served on the boards of directors of Marcus & Millichap, Inc., a commercial real estate brokerage company, since October 2013 and [24]7.ai, a privately held venture backed customer service technology company, since December 2003. Mr. Shaheen previously served on the boards of directors of NetApp, Inc., an enterprise technology company that provides data storage systems, from June 2004 until September 2024, and Korn/Ferry International, an international executive search and consulting firm, from April 2020 until September 2022. Mr. Shaheen received a B.S. degree in Business and M.B.A. degree from Bradley University. We believe Mr. Shaheen should serve as a member of our Board of Directors based on his extensive management experience, the perspective he brings as a Chief Executive Officer of various companies and his experience as a board member of other public companies. There are no familial relationships among our directors and officers.
Director Compensation
Director Compensation Director Compensation Highlights •Fees for committee service and service on the Board and committees of subsidiary bank to differentiate individual pay based on workload •Emphasis on equity in the overall compensation mix •Full-value equity grants under a fixed-value annual grant policy with time-based vesting •No performance-based equity awards •A robust stock ownership guideline set at four times the annual cash retainer to support stockholder alignment •Stockholder approved governance limit of $750,000 on the total value of equity compensation (taken together with any cash fees paid during a calendar year for services as a director) that may be granted to a non-employee director each calendar year •Policies prohibiting hedging and pledging by our directors Annual and Meeting Fees. During 2024, our non-employee directors were entitled to receive the following annualized cash compensation. We pay the annual retainer fee and any additional annual fees to each director in equal quarterly installments. •$70,000 annual cash retainer •$30,000 annual fee for chairing our Audit Committee and $12,500 for serving as a non-chair member of our Audit Committee •$25,000 annual fee for chairing our Compensation Committee and $10,000 for serving as a non-chair member of our Compensation Committee •$25,000 annual fee for chairing our Risk Committee and $10,000 for serving as a non-chair member of our Risk Committee •$20,000 annual fee for chairing our Nominating and Corporate Governance Committee and $7,000 for serving as a non-chair member of our Nominating and Corporate Governance Committee •$70,000 annual fee for the Chairperson of the Board •$70,000 annual fee for Lead Independent Director (when applicable) During 2024, we also compensated any non-employee director who served on the Board of Directors, Audit Committee, Risk Committee and as Chairperson of our subsidiary bank. The annual retainer fee for board service was $70,000, the additional annual retainer fee for Audit Committee service was $30,000 for the chair of the Audit Committee and $12,500 for each of the Audit Committee's other members, the additional annual retainer fee for Risk Committee service was $25,000 for the chair of the Risk Committee and $10,000 for each of the Risk Committee's other members, and the annual retainer fee for Chairperson service was $35,000. In October 2024, our Compensation Committee recommended and our Board of Directors approved modifications to the cash compensation arrangements for non-employee directors. Effective January 1, 2025, non-employee directors are entitled to receive the following annualized cash compensation, with no additional compensation for serving on the board of directors of our subsidiary bank since the composition of both boards or directors shifted to become identical: •$105,000 annual cash retainer •$45,000 annual fee for chairing our Audit Committee and $20,000 for serving as a non-chair member of our Audit Committee •$25,000 annual fee for chairing our Compensation Committee and $10,000 for serving as a non-chair member of our Compensation Committee •$40,000 annual fee for chairing our Risk Committee and $15,000 for serving as a non-chair member of our Risk Committee •$20,000 annual fee for chairing our Nominating and Corporate Governance Committee and $7,000 for serving as a non-chair member of our Nominating and Corporate Governance Committee •$105,000 annual fee for the Chairperson of the Board Annual Equity Awards. During 2024, each non-employee director was entitled to an annual grant of restricted stock units (“RSUs”) with a grant date fair value of $125,000. In addition, each non-employee member of the Board who also served on the board of directors of our subsidiary bank was entitled to an additional grant of RSUs having a fair market value on the grant date equal to $125,000. Such amounts reflected the fact that board service generally, and service on the board of directors of the subsidiary bank in particular, takes up an increasing amount of time each year and are within the stockholder approved limits for director compensation under the 2010 Equity Incentive Plan. In addition, non-employee directors, who are appointed and commence service prior to an annual meeting of stockholders, may receive pro-rated RSU grants. In October 2024, our Compensation Committee recommended and our Board of Directors approved modifications to the annual equity awards for non-employee directors. Beginning January 1, 2025, non-employee directors are entitled to an annual grant of RSUs with a grant date fair value of $225,000, with no additional grant for serving on the board of directors of our subsidiary bank since the composition of both boards of directors shifted to become identical. Generally, all such awards are granted at each annual meeting of stockholders and will vest upon the earlier of one year or the annual meeting of stockholders following the grant date. Non-employee directors, who are appointed and commence service prior to an annual meeting of stockholders, may receive fully or partially vested awards depending on when the awards are granted and when their service commences. In the event of a merger or consolidation in which Green Dot is not the surviving corporation or another similar change in control transaction involving Green Dot, all unvested RSU awards made to non-employee directors under the policy described above will accelerate and vest in full. All awards to non-employee directors, including those described above and any awards to a non-employee director who first becomes a member of our Board, will be made on a discretionary basis under the 2010 Equity Incentive Plan, based on the recommendation of our Compensation Committee. Non-employee directors are also eligible for and may elect to receive medical, dental and vision benefits. These benefits are available to our employees, officers and directors generally and in operation provide for the same method of allocation of benefits between director, management and non-management participants. Non-employee directors receive no other form of remuneration, perquisites or benefits but are reimbursed for their expenses in attending meetings, including travel, meal and other expenses incurred to attend meetings solely among the non-employee directors. Director Stock Ownership Guidelines. Our Board has instituted the following stock ownership guidelines for its non-employee directors to better align our directors’ interests with those of our stockholders. Director guidelines are determined as a multiple of the annual cash retainer for board membership (excluding any fees received for board leadership and committee chairmanship). The director guidelines are established as four times a director’s annual cash retainer. Shares that count toward meeting the stock ownership guidelines include shares owned outright, full value awards (e.g., RSUs) and shares owned directly by the director’s spouse, dependent children and/or trust. Directors have five years from appointment of the board to acquire and hold the pre-determined level of shares. As of March 31, 2025, all our non-employee directors have either satisfied their ownership requirement or have additional time to satisfy such requirement.
Director Compensation
Insider Trading Policy - No Hedging or Pledging. We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Under our Insider Trading Policy, no director may acquire, sell or trade in any interest or position relating to the future price of the company’s securities, such as a put option, a call option or a short sale. In addition, directors are prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan. Director Compensation Table. The following table provides information for the year ended December 31, 2024 regarding all compensation awarded to or earned by each person who served as a non-employee director for some portion or all of 2024.
Director Compensation
| Director Compensation - 2024 | | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | J. Chris Brewster | 220,000 | 249,995 | — | — | 469,995 | | Robert Millard | 167,097 | 249,995 | — | — | 417,092 | | Saturnino Fanlo | 180,000 | 249,995 | — | — | 429,995 | | William I Jacobs | 275,000 | 249,995 | — | — | 524,995 | | Michelleta Razon | 117,435 | 124,998 | — | — | 242,433 | | Ellen Richey | 197,000 | 249,995 | — | — | 446,995 | | George T. Shaheen | 190,000 | 249,995 | — | — | 439,995 |
Director Compensation
_____________ (1)Represents (i) an annual retainer fee plus any additional annual fees for service on our committees or as our Chairperson of the Board and (ii) fees for their service as directors or committee members of our subsidiary bank, as set forth in the table below.
Director Compensation
| Name | Green Dot Board Fees ($) | Bank Board Fees ($) | Total ($) | | J. Chris Brewster | 110,000 | 110,000 | 220,000 | | Robert Millard | 74,597 | 92,500 | 167,097 | | Saturnino Fanlo | 92,500 | 87,500 | 180,000 | | William I Jacobs | 170,000 | 105,000 | 275,000 | | Michelleta Razon | 87,000 | 30,435 | 117,435 | | Ellen Richey | 102,000 | 95,000 | 197,000 | | George T. Shaheen | 107,500 | 82,500 | 190,000 |
Director Compensation
(2)Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation for awards of RSUs granted during 2024, which include (i) each non-employee director’s annual RSU grant for their service on the Board following the 2024 Annual Meeting of Stockholders and (ii) in the case of each of Mr. Brewster, Mr. Millard, Mr. Fanlo, Mr. Jacobs, Ms. Richey and Mr. Shaheen, the non-employee director’s annual RSU grant for their service as a director of our subsidiary bank following the 2024 Annual Meeting of Stockholders.
Director Compensation
| Name | Green Dot Board 2024 Annual Grant ($) | Bank Board 2024 Annual Grant ($) | Other RSU Award ($) | Total ($) | | J. Chris Brewster | 124,998 | 124,997 | — | 249,995 | | Robert Millard | 124,998 | 124,997 | — | 249,995 | | Saturnino Fanlo | 124,998 | 124,997 | — | 249,995 | | William I Jacobs | 124,998 | 124,997 | — | 249,995 | | Michelleta Razon | 124,998 | — | — | 124,998 | | Ellen Richey | 124,998 | 124,997 | — | 249,995 | | George T. Shaheen | 124,998 | 124,997 | — | 249,995 |
Director Compensation
(3)Our non-employee directors who served in 2024 held the following number of unexercised stock options and unvested RSUs as of December 31, 2024.
Director Compensation
| Name | Stock Options Outstanding | Unvested Restricted Stock Units (a) | | J. Chris Brewster | — | 24,366 | | Robert Millard | — | 24,366 | | Saturnino Fanlo | — | 24,366 | | William I Jacobs | — | 24,366 | | Michelleta Razon | — | 12,183 | | Ellen Richey | — | 24,366 | | George T. Shaheen | — | 24,366 |
Director Compensation
(a) These RSUs will vest upon the earlier of one year or the annual meeting of stockholders following the grant date. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED HEREIN.
Compensation Governance Highlights
| | What We Do: | | What We Do Not Do: | | | We reward performance that meets our predetermined goals | | Pay excessive bonuses without justifiable performance linkage or proper disclosure | | | A significant portion of our CEO and NEOs’ compensation is performance-based or at risk | | Permit short-sales, hedging or pledging of our stock | | | We have implemented robust stock ownership guidelines for our executives | | Enter into employment agreements that provide for fixed terms or automatic compensation increases or equity grants | | | We have adopted a "claw-back" policy that provides for the recovery of incentive compensation paid to executive officers in the event of a financial restatement | | Provide single-trigger change of control benefits | | | We cap payouts under our plans to discourage inappropriate risk taking by our NEOs | | Provide for excessive cash severance | | | We have double-trigger change in control provisions for all change in control benefits | | Provide our executives with tax gross-ups and perquisites | | | The Compensation Committee retains an independent compensation consultant | | Permit repricing or cashing out underwater stock options without stockholder approval | | | We hold an annual advisory vote on executive compensation | | Maintain any executive pension plans, or any retirement programs that are not generally available to all employees | | | We seek feedback on executive compensation through stockholder engagement | | Pay dividends and dividend equivalents on unvested equity awards unless and until awards vest |
Analysis of Compensation Components
| 2024 ANNUAL INCENTIVE AWARDS | | | | | Philosophy | Target Amount Considerations | Award Design Considerations | Performance Conditions | | •Pay for Performance: Establish appropriate short-term performance conditions that the Compensation Committee believes will drive our future growth and profitability •Reward Achievement: Reward achievement of short-term performance conditions •Align Interests with Stockholders: Payout tied to company performance consistent with 2024 financial plan and pre-established objective regulatory metrics •Attract and Retain Executives: Offer market competitive incentive opportunities | •Factors used to determine target amounts included: (i) role, the scope of responsibilities, individual and company performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) our 2024 peer group and broader survey data; and (iii) the recommendations of our CEO (other than with respect to his own compensation) | •Adjusted EBITDA was chosen as the primary goal because it is widely used by investors and analysts to measure our overall operating performance •Outcomes are both a function of corporate financial achievement and the executive officer’s individual contributions toward an MBO based on pre-established objective regulatory metrics | •Threshold adjusted EBITDA goal of $157.5 million (90% of target) for any amounts to be earned, target of $175 million, and maximum of $210 million (120% of target) •Adjusted EBITDA determined overall payout opportunity (0% to 200%) but an MBO multiplier had the potential to increase or decrease the impact of the overall payout opportunity that would be earned by 30% •Opportunity to earn up to 200% of the target incentive amount for superior performance (assuming at or above target MBO achievement) •Adjusted EBITDA was defined to be consistent with the definition used in our earnings releases |
Analysis of Compensation Components
In early 2024, the Compensation Committee approved the 2024 Executive Officer Incentive Bonus Plan (the “2024 Incentive Plan”). We believe that, to provide for an appropriate incentive, the goals should be such that to achieve 100% of the objective, the performance for the performance period must be aligned with our Company’s financial plan, and that our NEOs should not be rewarded for Company performance that did not approximate our Company’s financial plan. Accordingly, our cash incentive compensation plan was designed to pay our NEOs nothing if our Company failed to achieve at least 90% of the target adjusted EBITDA goal for 2024. Each NEO’s 2024 target annual incentive opportunity was granted solely in the form of a cash incentive award, which would only be earned if we achieved adjusted EBITDA goals for 2024. Further, the NEO’s total annual incentive opportunity was subject to an MBO multiplier, the achievement of which could increase or decrease payouts based on achievement of certain objective regulatory metrics as set forth and described below.
Analysis of Compensation Components
| Base Salaryx | Target Bonus Percentagex | Financial Performance Multiplierx | MBO Multiplier | = | Annual Incentive |
Analysis of Compensation Components
1 Excludes the impact of non-operating net interest income and expense, income tax benefit and expense, depreciation and amortization, stock-based compensation and related employer payroll taxes, impairment charges, extraordinary severance expenses, certain legal settlement and related expenses, earnings or losses from equity method investments, changes in the fair value of loans held for sale, and other charges and income that the Compensation Committee determines are not reflective of the Company’s ongoing operating results because such income varies substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired. 2 If actual results fell between two discrete multipliers, linear interpolation would have been used to determine the multiplier. Annual incentive opportunities, as a percentage of salary, did not increase in 2024 for our NEOs other than for Mr. Gresham. Mr. Gresham's target annual incentive opportunity was increased from 125% to 150% of his base salary to better align with comparable positions at our market peers. The following table summarizes the target annual incentive opportunity for each NEO.
Analysis of Compensation Components
| Name | Target Annual Incentive Opportunity (% of Salary) | Target Incentive Opportunity | | George Gresham | 150% | $1,237,500 | | Jess Unruh | 75% | $352,500 | | Chris Ruppel | 75% | $363,750 | | Amy Pugh | 75% | $345,000 | | Teresa Watkins | 75% | $307,500 |
2024 Equity Awards Granted as Part of Annual Grant Cycle
2024 Equity Awards Granted as Part of Annual Grant Cycle In furtherance of our pay for performance philosophy and culture, we generally grant equity awards to our NEOs on an annual basis. In early 2024, as part of the annual compensation review cycle for executive officers the Compensation Committee decided to use the same PRSU design for our NEO’s PRSU grants in 2024 as it used in the prior year, pursuant to which they made PRSU and RSU grants (such PRSU grants, the “2024 PRSUs” and in the prior year, the “2023 PRSUs”). Approximately 75% of our then-serving CEO’s target equity award value was in the form of PRSUs and approximately 25% in the form of time-based RSUs. For our other NEOs, on average, approximately 50% of their target equity award value was in the form of PRSUs and approximately 50% in the form of time-based RSUs. The table describes the key feature of the 2024 PRSUs.
In-Cycle 2024 PRSUs
| 2024 ANNUAL PRSU GRANTS | | | | | Philosophy | Grant Amount Considerations | Award Design Considerations | Performance Conditions/ Vesting Conditions | | •Pay for Performance: Establish appropriate performance conditions that the Compensation Committee believes will drive our future growth and profitability •Reward Achievement: Provide meaningful and appropriate incentives for achieving the Company’s financial goals that the Compensation Committee believes are important for our long-term success •Align Interests with Stockholders: Tie payout of stock awards to profitability and total shareholder return relative to other companies •Attract and Retain Executives: Performance conditions are measured and vesting occurs at the end of three years to focus on long-term performance and encourage retention | •Factors used to determine the size of grants included: (i) role, scope of responsibilities, individual and Company past performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO's overall compensation package with reference to the 2024 peer group practices and broader survey information; (iii) the NEO's existing equity holdings; (iv) the extent to which these holdings are vested; (v) the recommendations of our CEO (other than with respect to his own compensation); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodology | •Payout of NEOs’ awards should be based on the Company’s profitability and relative total shareholder return •Non-GAAP diluted EPS was chosen as one of the long-term metrics because it is widely used by investors and analysts to measure our overall operating performance •Relative TSR was chosen as the other long-term metric because it is a measure of the total financial value we create for stockholders relative to other companies since TSR combines share price appreciation and reinvestment of dividends | •50% of the 2024 PRSUs vest based on (i) the achievement of a three-year non-GAAP cumulative diluted EPS goal at the end of the third year and (ii) the satisfaction of a multi-year service requirement, which runs until 2027 •50% of the 2024 PRSUs vest based on (i) the achievement of a three-year TSR goal measured relative to the TSR of the companies comprising the S&P 1500 Financials Index at the end of the third year, and (ii) the satisfaction of a multi-year service requirement, which runs until 2027 •For each portion, achievement of the goal could result in a payout ranging from 50% to 175%, subject to the achievement of the threshold performance level for each measure |
In-Cycle 2024 PRSUs
50% of the 2024 PRSUs vest based on (i) the achievement of a three-year non-GAAP cumulative diluted EPS goal at the end of the third year and (ii) the satisfaction of a multi-year service requirement, which runs until 2027 (the “2024 EPS PRSUs”). The remaining 50% of the 2024 PRSUs vest based on (i) the achievement of a three-year TSR goal measured relative to the TSR of the companies that comprise the S&P 1500 Financials Index at the end of the third year and (ii) the satisfaction of a multi-year service requirement, which runs until 2027 (the “2024 TSR PRSUs”). EPS Components of 2024 EPS PRSUs A threshold level of performance must be achieved to earn the minimum number of shares under the 2024 EPS PRSUs. 50% of the 2024 PRSUs will be earned based on the Company’s performance during the period from January 1, 2024 to December 31, 2026 in achieving the non-GAAP cumulative diluted EPS goal at the end of the third year set forth in the table below. The threshold level of performance was set at $4.67. NEOs also have an opportunity to earn up to 175% of the target shares under their 2024 EPS PRSUs for superior performance. Performance below the threshold results in no shares being earned. The following table shows the cumulative goals under the 2024 EPS PRSUs.
In-Cycle 2024 PRSUs
| Non-GAAP Cumulative Diluted EPS Goals | PRSU Payout Multiplier1 | | $4.67 | 50% | | $4.93 | 75% | | $5.19 | 100% | | $5.45 | 125% | | $5.70 | 150% | | $5.97 | 175% |
In-Cycle 2024 PRSUs
1 Excludes the impact of employee stock-based compensation and related employer taxes, amortization of acquired intangible assets, amortization attributable to deferred financing costs, impairment charges, legal settlements and related expenses, earnings and losses from equity method investments, changes in fair value of loans held for sale, extraordinary severance expenses, and other income and expense. Employee stock-based compensation expense includes assumptions about the future fair value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers). Because 2024 was the first year of the three-year performance period for the 2024 EPS PRSUs, no shares were earned and vested. TSR Components of 2024 TSR PRSUs A threshold level of performance must be achieved to earn the minimum number of shares under the 2024 TSR PRSUs. 50% of the 2024 PRSUs will be earned based on the Company’s performance in achieving TSR over a three-year period from January 1, 2024 to December 31, 2026, with TSR being measured relative to the TSR of the companies that comprise the S&P 1500 Financials Index at the end of the third fiscal year as set forth in the table below. A ninety-day trailing average stock price for the Company and for each of the companies in the comparator group will be used at the beginning and end of the performance period to mitigate spot price volatility at the beginning and end of the performance period. Determination of the Company’s TSR ranking at the end of the performance period will be made by the Compensation Committee. The threshold level of TSR ranking was set at the 25th percentile. NEOs also have an opportunity to earn up to 175% of the target shares under their 2024 TSR PRSUs for achieving 68.75th percentile or above performance. The Committee decided to reduce the maximum payout opportunity for the PRSUs from 200% to 175% of target in order to conserve shares reserved for future potential payouts. Under our prior plan, 75th percentile performance equated to a 200% of target maximum payout. The 68.75th percentile performance equating to a maximum payout of 175% of target maintains the same pay for performance relationship as the prior year. Performance below the threshold results in no shares being earned. The following table shows the TSR targets under the 2024 TSR PRSUs.
In-Cycle 2024 Time-based RSUs
In-Cycle 2024 Time-based RSUs
In-Cycle 2024 Time-based RSUs
| ANNUAL TIME-BASED RSU GRANTS | | | | Philosophy | Considerations for Grant | Vesting Provisions | | •Attract and Retain Executives: Promote recruitment and retention of our executives through long-term service vesting period •Align Interests with Stockholders: Align the interests of executives with those of stockholders by issuing equity awards for which the value is based on our stock price | •Factors used to determine the size of grants included: (i) role, the scope of responsibilities, individual and company past performance (for current employees), current salary (for current employees), internal parity, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO's overall compensation package with reference to the 2024 peer group practices; (iii) the NEO's existing equity holdings; (iv) the extent to which these holdings are vested; (v) the recommendations of our CEO (other than with respect to his own compensation); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodology •Long-term incentive program design of our 2024 peer group | •Awards vest in three equal installments on each anniversary of the grant date based on continued employment to encourage ongoing retention |
In-Cycle 2024 Time-based RSUs
The following table summarizes the target number and value of shares underlying the RSUs granted to our NEOs in 2024:
In-Cycle 2024 Time-based RSUs
| Name | Target RSUs | Value at Grant | | George Gresham | 191,048 | $1,715,611 | | Jess Unruh | 61,408 | $551,444 | | Chris Ruppel | 65,502 | $588,208 | | Amy Pugh | 40,939 | $367,632 | | Teresa Watkins | 38,210 | $343,126 |
PRSUs Granted in Prior Years
PRSUs Granted in Prior Years As previously disclosed, in connection with being hired in 2021, Mr. Gresham was awarded a PRSU that would vest upon achievement of certain performance and service-based requirements. The performance-based requirement would be met only if our closing stock price over any 20 consecutive trading day period occurring prior to the third anniversary of Mr. Gresham’s employment effective date is equal to or exceeds the applicable stock price hurdle, ranging from $65 to $95 per share. In 2024, following the third anniversary of Mr. Gresham’s employment date, the Compensation Committee determined that the performance-based requirement had not been met. Accordingly, this PRSU did not vest and expired, resulting in no payout to Mr. Gresham under this PRSU. Like the 2024 PRSUs, no shares were earned for the 2023 PRSUs because 2024 was the second year of the three-year performance period. The 2023 PRSUs granted to our NEOs vest based on (i) the achievement of a three-year non-GAAP cumulative diluted EPS goal at the end of the third year and (ii) the satisfaction of a multi-year service requirement, which runs until 2026 (the “2023 EPS PRSUs”). The remaining 50% of the 2023 PRSUs vest based on (i) the achievement of a three-year TSR goal measured relative to the TSR of the companies that comprise the S&P 1500 Financials Index at the end of the third year and (ii) the satisfaction of a multi-year service requirement, which runs until 2026 (the “2023 TSR PRSUs”). Through the first two years of the three-year performance period, the non-GAAP cumulative EPS was below the minimum threshold of $5.81 and TSR was below the minimum threshold of 25th percentile of the S&P 1500 Financials Index.
Termination and Change of Control Benefits
Termination and Change of Control Benefits The following table provides information regarding the separation agreements that we have with certain of our NEOs and our Corporate Transaction Policy, which applies to the equity awards of all our employees:
Termination and Change of Control Benefits
| Termination and Change of Control Protections | | | | Philosophy | Considerations | Terms | | •Attract and Retain Executives: ◦Intended to facilitate a smooth transition of leadership due to an unexpected employment termination, or retirement ◦Attract, retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives •Align Interests with Stockholders: Mitigate any potential employer liability and avoid future disputes or litigation | • The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time • Arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave the Company under certain circumstances in order to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits • “Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change of control • These provisions are considered a typical component of a competitive executive compensation program for executives among our 2024 peer group | Agreements with Certain NEOs: •Provide for certain cash payments, and/or the vesting of certain equity awards and COBRA benefits, in the event there is a separation of employment under various circumstances, subject to the execution of a release of claims Corporate Transaction Policy (Double-Trigger): •Provide for accelerated vesting of equity awards upon a change of control if the recipient is terminated by the acquiring entity in connection with the change of control under specified circumstances, subject to the recipient’s execution of a release of claims PRSUs: •Provide that upon a change of control any unearned PRSUs for which performance has not been determined will convert to time-based RSUs covering the target number of shares and such RSUs will continue to vest based on achievement of the existing service requirements |
Retirement Policy for Equity Awards
Retirement Policy for Equity Awards The Compensation Committee has adopted a policy applicable to all employees that provides for vesting of equity awards in connection with a qualifying retirement as summarized in the table below.
Retirement Policy for Equity Awards
| Retirement Policy | | | | Philosophy | Considerations | Terms | | •Attract and Retain Executives. Attract, retain and encourage our employees, including executives, to remain focused on our business for the long term | •Preserve morale and productivity and encourage long-term retention of employee base as a whole •Retirement vesting is consistent with competitive market practice •Performance awards should only pay out based on actual performance | •Provide for vesting of equity awards in connection with a qualifying retirement, with the settlement or payout of those awards to be made in accordance with the applicable vesting schedule of such awards •A qualifying retirement under the policy requires: (i) attaining the age of 55, (ii) being continuously employed by us for at least 10 years prior to the date of the qualifying retirement, (iii) not being terminable by us for cause (as defined in the policy), and (iv) not competing with us (as defined in the policy) •Any outstanding and unvested performance-based equity awards will remain outstanding until the Compensation Committee determines whether and to the extent the performance criteria is achieved, and will become 100% vested to the extent the Compensation Committee determines such awards are earned |
Key Compensation and Governance Policies
| Policy | Considerations | Material Features | | Stock Ownership Guidelines | •Promote stock ownership in the Company •More closely align the interests of our NEOs with those of our stockholders | •5x base salary for CEO •2x base salary for all other NEOs •5 years from executive officer designation to comply •Includes shares owned outright, full value equity awards, and shares held by the executive officer’s spouse, dependent children and/or trust •As of March 31, 2025, all NEOs have either satisfied their ownership requirement or have additional time to satisfy such requirement | | Anti-Hedging and Anti-Pledging Policies | •Hedging is viewed as a poor practice as it insulates executives from stock price movement and reduces alignment with stockholders •Pledging raises potential risks to stockholder value, particularly if the pledge is significant | •No employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of the Company's securities, such as a put option, a call option or a short sale •Covered persons are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan | | Equity Award Grant Policy | •Prohibit the granting of equity awards to take advantage of the release of material nonpublic information | •Equity award grants are not timed to take advantage of the release of material nonpublic information | | Claw-back Policy | •Allows us to recoup cash incentive and performance-based equity awards in the event of a restatement •We maintain a claw-back policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with SEC and NYSE requirements | •Applies to all executive officers and certain other employees •Applies to all performance-based equity awards granted under the 2010 Equity Incentive Plan and cash incentive awards under the Executive Officer Incentive Bonus Plan |
Key Compensation and Governance Policies
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, our compensation committee has historically granted such awards in the first quarter of each year. In 2024, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers.
2025 Transition and Compensation Decisions
2025 Transition and Compensation Decisions 2025 Interim Officer Compensation In March 2025, we announced commencement of a CEO transition process, pursuant to which George Gresham ceased serving as our President and Chief Executive Officer, and as a member of the Board, and William I Jacobs, our Chairperson of the Board, was appointed to serve as our interim Chief Executive Officer, and Chris Ruppel, our Chief Revenue Officer, was appointed to serve as our interim President. In connection with his service as our interim Chief Executive Officer, Mr. Jacobs will receive a monthly salary of $50,000 in cash and a monthly service award of up to $60,000 in cash. Additionally, Mr. Jacobs was granted 117,123 time-based RSUs pursuant to the terms of our 2010 Equity Incentive Plan and standard form of RSU award agreement. The RSUs will vest and settle in full on the one-year anniversary of the date of grant, provided Mr. Jacobs continues to provide services to us through the vesting date. The vesting and settlement of the RSUs will accelerate as follows upon the following events: on a pro rata basis if Mr. Jacobs’s interim service is terminated without cause prior to May 31, 2025, based on the number of whole months served during this interim service period; or in full in the event of a qualifying termination that occurs on or after May 31, 2025. In connection with his promotion to our interim President and interim Chief Executive Officer and President of our subsidiary bank, the Committee increased his annual base salary from $485,000 to $550,000 and target annual cash incentive opportunity as a percentage of annual base salary from 75% to 100%. Additionally, our compensation committee approved a cash transaction award for Mr. Ruppel under the Retention Program described further below. Our compensation committee also granted Mr. Ruppel an additional 25,542 time-based RSUs pursuant to the terms of the Company's 2010 Equity Incentive Plan and standard form of RSU award agreement to compensate him for his additional responsibilities as interim officers. The RSUs will vest and settle in full on the one-year anniversary of the date of grant, provided Mr. Ruppel continues to provide services to the Company through the vesting date. The vesting and settlement of the RSUs will accelerate as follows upon the following events: on a pro rata basis if Mr. Ruppel’s interim service is terminated without cause prior to May 31, 2025, based on the number of whole months served during this interim service period; or in full in the event of a qualifying termination that occurs on or after May 31, 2025. Retention Program During 2025, our compensation committee approved arrangements designed to retain employees critical to execution of the Company’s previously-announced strategic review process (the “Retention Program”). Our named executive officers were awarded the following cash transaction awards under the Retention Program: $200,000 for Mr. Ruppel; and $125,000 to each of Mr. Unruh and Mses. Watkins and Pugh. Pursuant to the Retention Program, subject to the vesting described in the following sentence, if the executive officer is employed with the Company through the announcement of a transaction arising from the Company’s strategic review process (“Announcement”), then 50% of the transaction award will vest and become payable, with the balance vesting and becoming payable upon the consummation of said transaction. In the event no Announcement is made by December 31, 2025, then 50% of the transaction award will vest and become payable on that date, with the balance becoming vested and payable on June 30, 2026.
Severance Policy
Severance Policy Our board of directors adopted a Severance Policy in April 2025. Our Severance Policy, which applies to all employees, provides the following benefits to our executive officers, including our named executive officers, if the executive officer is terminated without “cause” (as such term is defined in the policy), subject to execution of a release of claims: •payment of his or her base salary for 12 months and a prorated target bonus for the year of such termination (pro-rated based on the number of days employed during the year); •reimbursement of the same portion of the monthly benefits premium under COBRA as we pay for active employees for up to 12 months; and •acceleration of vesting with respect to a pro-rated portion of the then-current tranche of the unvested portion of RSUs (or any other time-based equity awards) and of certified but unvested shares for the then-current tranche of PRSUs (or any other performance-based equity awards) based on certification of actual performance (pro-rated based on the number of days employed during the applicable period). If a qualifying termination under our Severance Policy occurs at any time during the twelve month period following the consummation of a corporate transaction (as defined in our Corporate Transactions Policy), then our Corporate Transaction Policy shall govern the treatment of outstanding equity awards. Additionally, if a qualifying termination under our Severance Policy occurs due to a qualifying retirement under our Retirement Policy for Equity Awards, then our Retirement Policy for Equity Awards shall govern the treatment of outstanding equity awards.
Executive Compensation Process
Role of Compensation Consultant The Compensation Committee generally retains an independent compensation consultant to help understand competitive compensation levels and incentive designs. The independent compensation consultant is hired by, and reports directly to, the Compensation Committee. The Compensation Committee has sole authority to retain and terminate the independent compensation consultant. At the Compensation Committee's discretion, the independent compensation consultant: •attends Compensation Committee meetings; •assists the Compensation Committee in determining peer companies and evaluating compensation proposals; •assists with the design of incentive compensation programs; and •conducts compensation-related research. In making 2024 compensation decisions, the Compensation Committee retained Mercer to help select an appropriate peer group for executive compensation benchmarking purposes, review our executive compensation programs, assist the Compensation Committee in designing our executive compensation program, and provide the Compensation Committee with information regarding executive compensation trends. Fiscal 2024 Peer Group Due to the evolving nature of our Company and the companies with which we compete for talent, and based on input from management and Mercer, the Compensation Committee adjusted our primary peer group for 2024. For 2024, the primary peer group used to inform our Compensation Committee of pay decisions and practices consisted of:
Executive Compensation Process
| 2024 Peer Group | | | | ACI Worldwide, Inc. | Euronet Worldwide, Inc. | LendingClub Corporation | | Blackbaud, Inc. | Fair Isaac Corporation | Q2 Holdings, Inc. | | Black Knight, Inc. | FirstCash Holdings, Inc. | SoFi Technologies, Inc. | | CSG Systems International, Inc. | Guidewire Software, Inc. | WEX Inc. | | Enova International, Inc. | Jack Henry & Associates, Inc. | |
Executive Compensation Process
These companies were chosen based on (i) market competition, inclusive of companies that compete with us for customers, executive talent, and investors, (ii) organization size, with financial characteristics such as revenues that are similar to those of Green Dot, and (iii) industry, including companies in the payment processing and information technology industries. The Compensation Committee approved the removal from the peer group of Avantax, Inc., which had been acquired in December 2023, and World Acceptance Corporation as its recent financial performance no longer fit the selection criteria. The Compensation Committee also added the following companies to the peer group given that their scale and areas of focus aligned with the Company’s business: LendingClub Corporation and SoFi Technologies, Inc.
Compensation Risk Assessment
Compensation Risk Assessment The Compensation Committee has assessed our compensation philosophy and objectives, and forms of compensation and benefits for all employees, including executives, and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. The Compensation Committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features: •A balanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards) •A mix of short-term and long-term incentives, with long-term incentives representing a significantly greater proportion of the total mix •Cash and equity incentives solely based on achieving company performance objectives and subject to our claw-back policy that provides for the recovery of incentive compensation paid to executive officers in the event of a financial restatement •Caps on annual cash incentive and PRSU payouts •Stock ownership guidelines, which align the interests of our executive officers with those of our stockholders •General alignment with prevalent low-risk pay practices •Policies prohibiting hedging and pledging by our employees, officers or directors
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation ($)(3) | Total ($) | | George Gresham | 2024 | 818,270 | — | 6,687,635 | — | 619,001 | 7,764 | 8,132,670 | | Former President and Chief Executive Officer (4) | 2023 | 800,000 | — | 7,631,486 | — | — | 6,360 | 8,437,846 | | | 2022 | 679,423 | — | 1,999,987 | — | 512,029 | 6,993 | 3,198,432 | | Jess Unruh | 2024 | 464,616 | — | 1,084,158 | — | 175,781 | 8,625 | 1,733,180 | | Chief Financial Officer | 2023 | 450,000 | — | 1,291,571 | — | — | 8,250 | 1,749,822 | | | 2022 | 397,846 | — | — | — | 233,343 | 7,625 | 638,814 | | Chris Ruppel | 2024 | 475,577 | — | 1,156,438 | — | 180,041 | 7,692 | 1,819,749 | | Chief Revenue Officer | 2023 | 450,000 | — | 1,291,571 | — | — | 7,644 | 1,749,216 | | | 2022 | 352,501 | — | 764,403 | — | — | 7,060 | 1,123,964 | | Amy Pugh | 2024 | 450,577 | — | 722,769 | — | 170,591 | 8,372 | 1,352,310 | | General Counsel and Secretary | 2023 | 425,000 | — | 834,508 | — | — | 8,250 | 1,267,759 | | Teresa Watkins | 2024 | 407,308 | — | 674,589 | — | 154,041 | 5,058 | 1,240,996 | | Chief Operations Officer | 2023 | 400,000 | — | 829,197 | — | — | 6,546 | 1,235,744 | | | 2022 | 306,462 | — | 348,041 | | 184,928 | 5,131 | 844,562 |
Summary Compensation Table
_____________ (1)The amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards of PRSUs and RSUs granted during the applicable period, as discussed in Note 13 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2024. The NEOs received time-based RSUs, the grant date fair value of which was based on the fair value of our Class A common stock on the date of grant. In addition, 50% of the PRSUs awarded to the NEOs in fiscal 2024 vest based on a three-year performance period from January 1, 2024 to December 31, 2026. 0% to 175% of the target shares are eligible to be earned at the end of the performance period depending on the TSR achieved relative to the companies comprising the S&P 1500 Financials Index. The TSR performance condition of these PRSUs constitutes a "market condition" under FASB ASC Topic 718. The full grant date fair value of the PRSUs was determined using a Monte Carlo simulation option pricing model (“Monte Carlo model”) on the date the PRSUs were awarded. The remaining 50% of the PRSUs awarded to the NEOs are based on achieving a non-GAAP cumulative diluted EPS goal depending on the Company's performance during the period from January 1, 2024 to December 31, 2026, and the fair value of these awards was based on the grant date fair market value of our Class A common stock. 0% to 175% of the target shares are eligible to be earned at the end of the performance period depending on the results of the cumulative non-GAAP diluted EPS. The table below sets forth (x) the grant date fair value for the non-GAAP EPS PRSUs awarded based on (i) the probable outcome of the performance-related component as of the grant date, and (ii) achieving the maximum level of performance under the performance-related component as of the grant date and (y) grant date fair value of, and significant inputs and assumptions used in the Monte Carlo model used for the market condition PRSUs.
Summary Compensation Table
| Name | Fiscal Year | Probable Outcome of Performance Conditions Grant Date Fair Value ($) | Maximum Outcome of Performance Conditions Grant Date Fair Value ($) | Market-Related Component Grant Date Fair Value ($) | Grant Date | Grant Date Fair Value Market-Related Component ($) | Volatility | Risk-Free Interest Rate | | George Gresham | 2024 | 2,573,417 | 4,503,479 | 2,398,608 | 03/23/2024 | 8.37 | 51% | 4.36% | | Jess Unruh | 2024 | 275,722 | 482,513 | 256,992 | 03/23/2024 | 8.37 | 51% | 4.36% | | Chris Ruppel | 2024 | 294,104 | 514,682 | 274,126 | 03/23/2024 | 8.37 | 51% | 4.36% | | Amy Pugh | 2024 | 183,812 | 321,670 | 171,326 | 03/23/2024 | 8.37 | 51% | 4.36% | | Teresa Watkins | 2024 | 171,563 | 300,235 | 159,900 | 03/23/2024 | 8.37 | 51% | 4.36% |
Summary Compensation Table
(2)The amounts in this column represent the annual incentive awards earned by our NEOs under the 2024 Incentive Plan. For additional detail regarding these awards, see “2024 Annual Incentive Awards” in the Compensation Discussion and Analysis above. (3)The amounts in this column reflect company contributions to the NEO's 401(k) plan. (4)Mr. Gresham ceased serving as our President and Chief Executive Officer on March 7, 2025. The following table provides information regarding grants of annual incentive and equity awards to our NEOs for the year ended December 31, 2024.
Grants of Plan-Based Awards - 2024
Grants of Plan-Based Awards - 2024
Grants of Plan-Based Awards - 2024
| | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (#) | | | | | | | Name | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | George Gresham | N/A | N/A | 429,862 | 1,228,176 | 2,456,352 | — | — | — | — | — | — | | | 3/23/2024(3) | 3/23/2024 | — | — | — | 143,286 | 573,144 | 1,003,002 | — | — | 4,972,024 | | | 3/23/2024(4) | 3/23/2024 | — | — | — | — | — | — | 191,048 | — | 1,715,611 | | Jess Unruh | N/A | N/A | 122,070 | 348,770 | 697,541 | — | — | — | — | — | — | | | 3/23/2024(3) | 3/23/2024 | — | — | — | 15,352 | 61,408 | 107,464 | — | — | 532,714 | | | 3/23/2024(4) | 3/23/2024 | — | — | — | — | — | — | 61,408 | — | 551,444 | | Chris Ruppel | N/A | N/A | 125,028 | 357,223 | 714,447 | — | — | — | — | — | — | | | 3/23/2024(3) | 3/23/2024 | — | — | — | 16,376 | 65,502 | 114,628 | — | — | 568,230 | | | 3/23/2024(4) | 3/23/2024 | — | — | — | — | — | — | 65,502 | — | 588,208 | | Amy Pugh | N/A | N/A | 118,466 | 338,473 | 676,947 | — | — | — | — | — | — | | | 3/23/2024(3) | 3/23/2024 | — | — | — | 10,235 | 40,938 | 71,641 | — | — | 355,137 | | | 3/23/2024(4) | 3/23/2024 | — | — | — | — | — | — | 40,939 | — | 367,632 | | Teresa Watkins | N/A | N/A | 106,972 | 305,635 | 611,270 | — | — | — | — | — | — | | | 3/23/2024(3) | 3/23/2024 | — | — | — | 9,552 | 38,209 | 66,865 | — | — | 331,463 | | | 3/23/2024(4) | 3/23/2024 | — | — | — | — | — | — | 38,210 | — | 343,126 |
Grants of Plan-Based Awards - 2024
_____________ (1)Represents possible cash incentive awards to be earned under our 2024 Incentive Plan. 100% of each NEO’s 2024 target annual incentive opportunity was granted in the form of a cash incentive award, which was earned based on the achievement of adjusted EBITDA goals for 2024, with a threshold adjusted EBITDA goal of $157.5 million (90% of target) and a target adjusted EBITDA goal of $175 million. The actual payout of the annual incentive awards could range from 50% to 200% of the target annual incentive amount, assuming the achievement of threshold goal. Further, each NEO's target annual incentive amounts were subject to an MBO multiplier, the achievement of which would increase or reduce by 30% their payouts based on individual achievement against predetermined regulatory metrics. Cash incentives earned for 2024 performance are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For additional detail regarding the terms of this award, see “2024 Annual Incentive Awards” in the Compensation Discussion and Analysis above. (2)The amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards of PRSUs and RSUs. See Footnote 1 to the Summary Compensation Table for more information. (3)Represents a PRSU award, which will be earned, if at all, (i) 50% based upon achievement of cumulative non-GAAP diluted EPS at the end of a three-year performance period (2024 – 2026), subject to continued service through the vesting date and (ii) 50% based upon the achievement of a three-year TSR goal measured at the end of the third year over a three-year performance period (2024 – 2026) in one installment, subject to continued service through the vesting date. (4)Represents a time-based RSU award, which will vest and settle in equal annual installments on each of the three anniversaries of the grant date, subject to continued service through each vesting date. The following table provides information regarding each unexercised stock option or unvested stock awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | George Gresham | 10/21/2021(2) | — | — | — | — | 14,400 | 153,216 | — | — | | | 10/17/2022(3) | — | — | — | — | 34,560 | 367,718 | — | — | | | 3/7/2023(4) | — | — | — | — | — | — | 69,043 | 734,612 | | | 3/7/2023(3) | — | — | — | — | 61,371 | 652,987 | — | — | | | 3/23/2024(6) | — | — | — | — | — | — | 143,286 | 1,524,563 | | | 3/23/2024(3) | — | — | — | — | 191,048 | 2,032,751 | — | — | | Jess Unruh | 1/29/2021(2) | — | — | — | — | 902 | 9,597 | — | — | | | 1/29/2021(5) | — | — | — | — | 716 | 7,618 | — | — | | | 3/7/2023(4) | — | — | — | — | — | — | 9,986 | 106,254 | | | 3/7/2023(3) | — | — | — | — | 15,781 | 167,910 | — | — | | | 3/23/2024(6) | — | — | — | — | — | — | 15,352 | 163,345 | | | 3/23/2024(3) | — | — | — | — | 61,408 | 653,381 | — | — | | Chris Ruppel | 1/29/2021(2) | — | — | — | — | 694 | 7,384 | — | — | | | 1/29/2021(5) | — | — | — | — | 551 | 5,863 | — | — | | | 3/25/2022(3) | — | — | — | — | 6,024 | 64,095 | — | — | | | 3/7/2023(4) | — | — | — | — | — | — | 9,986 | 106,254 | | | 3/7/2023(3) | — | — | — | — | 15,781 | 167,910 | — | — | | | 3/23/2024(6) | — | — | — | — | — | — | 16,376 | 174,235 | | | 3/23/2024(3) | — | — | — | — | 65,502 | 696,941 | — | — | | Amy Pugh | 9/12/2022(3) | — | — | — | — | 4,261 | 45,337 | — | — | | | 3/7/2023(4) | — | — | — | — | — | — | 6,571 | 69,915 | | | 3/7/2023(3) | — | — | — | — | 9,820 | 104,485 | — | — | | | 3/23/2024(6) | — | — | — | — | — | — | 10,235 | 108,895 | | | 3/23/2024(3) | — | — | — | — | 40,939 | 435,591 | — | — | | Teresa Watkins | 2/8/2022(3) | — | — | — | — | 1,440 | 15,322 | — | — | | | 7/22/2022(3) | — | — | — | — | 2,693 | 28,654 | — | — | | | 3/7/2023(4) | — | — | — | — | — | — | 6,510 | 69,261 | | | 3/7/2023(3) | — | — | — | — | 9,820 | 104,485 | — | — | | | 3/23/2024(6) | — | — | — | — | — | — | 9,552 | 101,636 | | | 3/23/2024(3) | — | — | — | — | 38,210 | 406,554 | — | — |
Outstanding Equity Awards at Fiscal Year End
____________ (1)Represents the unvested portion of PRSU awards that have completed their respective performance periods and the unvested portion of RSU awards. The market values of the PRSUs and RSUs are calculated by multiplying the number of shares underlying the units shown in the table by $10.64, the closing price of our shares of Class A common stock on December 31, 2024, the last trading day of 2024. (2)Represents the unvested portion of a PRSU award, which was earned based upon achievement of 2022 non-GAAP diluted EPS targets. 25% of the shares vested on March 7, 2023 upon certification of the non-GAAP EPS goals under the 2022 PRSUs by the Compensation Committee, with the remainder vesting in three equal annual installments on each December 15 thereafter. (3)Represents the unvested portion of a RSU award, which vests in equal annual installments on each of the three anniversaries of the grant date, subject to continued service through each vesting date. (4)Represents the unvested portion of a PRSU award consisting of two tranches, each of which has a separate vesting schedule: (A) 50% of the awards vest on or about March 15, 2026, based on the Company’s TSR relative to the S&P 1500 Financials Index over the period starting January 1, 2023 through December 31, 2025 with the target potential payout representing 200% of the target number of PRSUs, subject to the Compensation Committee's negative discretion when approving the settlement thereof and the NEO’s service through the vesting date and (B) the remaining 50% of the awards vest based on the Company’s performance through the end of the three-year performance period upon certification of the cumulative non-GAAP EPS goals under the 2023 PRSUs by the Compensation Committee, subject to the NEO’s service through the vesting date. (5)Represents the unvested portion of a RSU award consisting of two tranches, each of which has a separate vesting schedule: (A) 50% of the award vests over three years with one-third vesting on each one-year anniversary of the grant date, subject to the NEO’s service through each vesting date; and (B) the remaining 50% of the awards vests over four years with one-third vesting on the second anniversary of the grant date and the remainder vesting on each one-year anniversary thereafter, subject to the NEO’s service through each vesting date. (6)Represents the unvested portion of a PRSU award consisting of two tranches, each of which has a separate vesting schedule: (A) 50% of the awards vest on or about March 15, 2027, based on the Company’s TSR relative to the S&P 1500 Financials Index over the period starting January 1, 2024 through December 31, 2026 with the target potential payout representing 175% of the target number of PRSUs, subject to the Compensation Committee's negative discretion when approving the settlement thereof and the NEO’s service through the vesting date and (B) the remaining 50% of the awards vest based on the Company’s performance through the end of the three-year performance period upon certification of the cumulative non-GAAP EPS goals under the 2024 PRSUs by the Compensation Committee, subject to the NEO’s service through the vesting date. The following table provides information concerning the vesting of stock awards for certain of our NEOs during fiscal year 2024. None of our NEOs exercised options in 2024.
Option Exercises and Stock Vested - 2024
Option Exercises and Stock Vested - 2024
Option Exercises and Stock Vested - 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | George Gresham | — | — | 85,360 | 898,265 | | Jess Unruh | — | — | 12,147 | 109,853 | | Chris Ruppel | — | — | 18,090 | 162,664 | | Amy Pugh | — | — | 9,170 | 89,164 | | Teresa Watkins | — | — | 11,158 | 100,216 |
Payments Upon Termination or Change of Control
Payments Upon Termination or Change of Control
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Our estimated CEO to median employee pay ratio for 2024 is 78:1 and was calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table above, the annual total compensation for 2024 for George Gresham, our former President and CEO, who was appointed prior to the "employee population determination date" (as defined below), was $8,132,670. The annual total compensation for our median employee for 2024 was $104,429. In calculating the CEO pay ratio, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations and compensation practices. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries, geographical dispersion and employment and compensation practices, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their CEO pay ratios.
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning: (1) the compensation of our President and Chief Executive Officer (Mr. Gresham), our former President and Chief Executive Officer (Mr. Henry), and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024 and (2) and our cumulative TSR, the cumulative TSR of our comparator group (“S&P Composite 1500 Financials (Sector) TSR”), Net Income and Adjusted EBITDA over such years in accordance with SEC rules for each such fiscal year:
Pay Versus Performance
| (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Mr. Gresham ($) (1) | Summary Compensation Table Total for Mr. Henry ($)(1) | Summary Compensation Table Total for Mr. Jacobs ($)(1) | Compensation Actually Paid to Mr. Gresham ($)(1)(2) | Compensation Actually Paid to Mr. Henry ($)(1)(2) | Compensation Actually Paid to Mr. Jacobs ($)(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Total Shareholder Return ($)(3) | S&P Composite 1500 Financials (Sector) Total Shareholder Return ($)(3) | Net Income (millions) ($) | Adjusted EBITDA (millions) ($)(4) | | 2024 | 8,132,670 | — | — | 4,870,373 | — | — | 1,536,559 | 1,250,723 | 45.67 | 171.85 | (26.7) | 165.4 | | 2023 | 8,437,846 | — | — | 2,344,220 | — | — | 1,468,567 | 626,863 | 42.49 | 132.42 | 6.7 | 170.9 | | 2022 | 3,198,433 | 3,264,484 | — | (4,853,214) | (10,186,082) | — | 816,292 | (159,039) | 67.90 | 118.59 | 64.2 | 238.7 | | 2021 | — | 14,031,888 | — | — | (5,692,483) | — | 5,147,763 | 2,401,464 | 155.54 | 131.98 | 47.5 | 217.0 | | 2020 | — | 15,806,857 | 2,218,967 | — | 51,313,985 | 2,143,464 | 4,959,171 | 5,354,598 | 239.48 | 98.09 | 23.1 | 205.8 |
Pay Versus Performance
(1) The following individuals are our other NEOs for each fiscal year:
Pay Versus Performance
| Year | CEOs | Non-CEO NEOs | | 2024 | George Gresham | Jess Unruh, Amy Pugh, Chris Ruppel, and Teresa Watkins | | 2023 | George Gresham | Jess Unruh, Amy Pugh, Chris Ruppel, Teresa Watkins, and Amit Parikh | | 2022 | George Gresham and Dan R. Henry | Jess Unruh, Teresa Watkins, Chris Ruppel, and Amit Parikh | | 2021 | Dan R. Henry | George Gresham, Jess Unruh, Amit Parikh, Brandon Thompson, and Jason Bibelheimer | | 2020 | Dan R. Henry and William I Jacobs | Jess Unruh, Jason Bibelheimer, Kristina Lockwood, Daniel Eckert, and Kuan Archer |
Pay Versus Performance
(2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows for fiscal year 2024:
Pay Versus Performance
| | FY 2024 | | | Adjustments | George Gresham ($) | Avg. non-PEO NEO ($) | | Summary Compensation table total for applicable year. | 8,132,670 | 1,536,559 | | Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (6,687,635) | (909,489) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End. RSU values include RSUs attributable to reinvested Dividend Equivalents | 4,652,019 | 783,536 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase (decrease) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,279,873) | (150,282) | | Increase (decrease) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 53,203 | (9,601) | | Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | (10) | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase (decrease) for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Compensation Actually Paid | 4,870,373 | 1,250,723 |
Pay Versus Performance
(3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P Composite 1500 Financials (Sector) is the industry specific index we use in our Form 10-K. (4) “Adjusted EBITDA” is a definition of non-GAAP adjusted EBITDA that is widely used by investors to measure a company’s operating performance without regard to items, such as non-operating net interest income and expense, income tax benefit and expense, depreciation and amortization, stock-based compensation and related employer payroll taxes, changes in the fair value of contingent consideration, transaction costs, impairment charges, extraordinary severance expenses, certain legal settlement and related expenses, earnings or losses from equity method investments, realized gains or losses on the sale of investment securities, changes in the fair value of loans held for sale, and other charges and income that can vary substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired. Appendix A to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.